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  4. [Form 3] ILLINOIS TOOL WORKS INC Initial Statement of Beneficial Ownership

ITW (NYSE: ITW) accounting chief reports common stock and RSU holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Illinois Tool Works executive Matteo C. Pigozzo, VP & Chief Accounting Officer, filed an initial ownership report showing existing holdings in common stock and restricted stock units. He indirectly holds 1,097 shares of common stock, including shares in a Roth IRA and the company 401(k) plan, and directly holds 3,669.412 shares.

He also holds several restricted stock unit awards tied to common stock, with tranches of 537.147, 559.104, and 556.321 underlying shares. Footnotes state these RSUs were granted in February 2024, 2025, and 2026 and are scheduled to vest 100% on February 9, 2027, February 14, 2028, and February 13, 2029.

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Insider Pigozzo Matteo C.
Role VP & Chief Accounting Officer
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 556.321 shares (Direct, null); Common Stock — 3,669.412 shares (Direct, null); Common Stock — 1,097 shares (Indirect, See Footnote)
Footnotes (1)
  1. This includes 182.599 shares of ITW Common Stock held directly in a Roth IRA account for the benefit of the Reporting Person. The Reporting Person exercises control over the IRA, and as such, has voting and investment power over these shares. Shares of common stock held through the Reporting Person's ITW 401(k) Savings and Investment Plan, as of July 1, 2026. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. Dividend equivalent units accrue with respect to the Reporting Person's restricted stock units and are payable upon vesting of the underlying RSU. This RSU award was granted on February 9, 2024 and is scheduled to vest 100% on February 9, 2027. This RSU award was granted on February 14, 2025 and is scheduled to vest 100% on February 14, 2028. This RSU award was granted on February 13, 2026 and is scheduled to vest 100% on February 13, 2029.
Indirect common stock holdings 1,097 shares Total indirect ITW common stock as of Form 3
Direct common stock holdings 3,669.412 shares Total direct ITW common stock as of Form 3
RSU grant 2024 underlying shares 537.147 shares RSU award granted February 9, 2024; vests February 9, 2027
RSU grant 2025 underlying shares 559.104 shares RSU award granted February 14, 2025; vests February 14, 2028
RSU grant 2026 underlying shares 556.321 shares RSU award granted February 13, 2026; vests February 13, 2029
RSU exercise price 2024 grant $299.6000 per share Exercise price for RSU with 537.147 underlying shares
RSU exercise price 2025 grant $258.1100 per share Exercise price for RSU with 559.104 underlying shares
RSU exercise price 2026 grant $255.7500 per share Exercise price for RSU with 556.321 underlying shares
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent units financial
"Dividend equivalent units accrue with respect to the Reporting Person's restricted stock units and are payable upon vesting of the underlying RSU."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Roth IRA financial
"This includes 182.599 shares of ITW Common Stock held directly in a Roth IRA account for the benefit of the Reporting Person."
A Roth IRA is a retirement savings account you fund with money that’s already been taxed, and withdrawals taken in retirement under the account rules are tax-free. It matters to investors because it shifts the tax bill to today instead of retirement, potentially increasing after-tax income later—think of it like paying for a lifetime subscription now so you can use it without extra charges in the future—helpful for long-term tax planning and flexibility.
ITW 401(k) Savings and Investment Plan financial
"Shares of common stock held through the Reporting Person's ITW 401(k) Savings and Investment Plan, as of July 1, 2026."
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Pigozzo Matteo C.
(Last)(First)(Middle)
155 HARLEM AVE.
(Street)
GLENVIEW ILLINOIS 60025
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2026		3. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ ITW ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP & Chief Accounting Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock3,669.412(1)D
Common Stock1,097ISee Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3) (4) (4)Common Stock556.321$255.75D
Restricted Stock Units(3) (5) (5)Common Stock559.104$258.11D
Restricted Stock Units(3) (6) (6)Common Stock537.147$299.6D
Explanation of Responses:
1. This includes 182.599 shares of ITW Common Stock held directly in a Roth IRA account for the benefit of the Reporting Person. The Reporting Person exercises control over the IRA, and as such, has voting and investment power over these shares.
2. Shares of common stock held through the Reporting Person's ITW 401(k) Savings and Investment Plan, as of July 1, 2026.
3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. Dividend equivalent units accrue with respect to the Reporting Person's restricted stock units and are payable upon vesting of the underlying RSU.
4. This RSU award was granted on February 9, 2024 and is scheduled to vest 100% on February 9, 2027.
5. This RSU award was granted on February 14, 2025 and is scheduled to vest 100% on February 14, 2028.
6. This RSU award was granted on February 13, 2026 and is scheduled to vest 100% on February 13, 2029.
Remarks:
Exhibit 24. Power of Attorney
/s/ Anna Oliveira, Attorney-in-Fact for Matteo C. Pigozzo07/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Matteo C. Pigozzo report owning in ITW on this Form 3?

Matteo C. Pigozzo reports existing ownership of ITW common stock and restricted stock units. He indirectly holds 1,097 shares and directly holds 3,669.412 shares, plus multiple RSU awards that each represent a right to receive one ITW common share upon vesting.

How many Illinois Tool Works (ITW) shares does Pigozzo hold indirectly and directly?

Pigozzo indirectly holds 1,097 shares of ITW common stock and directly holds 3,669.412 shares. Indirect holdings include shares in a Roth IRA and the company 401(k) plan, over which he has voting and investment power according to the filing footnotes.

What restricted stock units does Pigozzo hold in Illinois Tool Works (ITW)?

Pigozzo holds three restricted stock unit awards linked to ITW common stock, covering 537.147, 559.104, and 556.321 underlying shares. Each RSU represents a contingent right to receive one share, with additional dividend equivalent units accruing and payable upon vesting of the underlying RSUs.

When do Matteo C. Pigozzo’s ITW restricted stock units vest?

His RSU awards granted in February 2024, 2025, and 2026 are scheduled to vest 100% on February 9, 2027, February 14, 2028, and February 13, 2029. These dates determine when the underlying ITW common shares and related dividend equivalents become deliverable.

What is the role of Matteo C. Pigozzo at Illinois Tool Works (ITW)?

Pigozzo serves as Vice President & Chief Accounting Officer at Illinois Tool Works. The Form 3 shows his initial report as an officer, detailing his direct and indirect holdings of ITW common stock and his outstanding restricted stock unit awards with scheduled future vesting dates.

How are dividend equivalent units treated on Pigozzo’s ITW RSUs?

Dividend equivalent units accrue on Pigozzo’s restricted stock units and are payable upon vesting of the related RSUs. Each RSU represents a contingent right to receive one ITW common share, and the associated dividend equivalents mirror dividends that would have been paid on those underlying shares.